Issue of Equity
October 29 2007 - 3:02AM
UK Regulatory
Issue of Equity
29 October 2007
Real Affinity plc
Issue of Equity
Real Affinity plc ("Real Affinity" or "the Company"), the AIM-listed
marketing services group, announces that it has issued a total of
150,000,000 new Ordinary shares to the vendors of Conferracom Limited
("the Vendors"), which formerly traded as Venues Unlimited ("Venues")
prior to its integration within Real Affinity Events. These shares
are part of the first tranche of the deferred consideration payable
in relation to Real Affinity's acquisition of Venues in June 2006.
The new Ordinary shares have been issued at a price of 0.3p per
share, equating to a consideration of �450,000, divided equally
between Anita Lowe and Christopher Lowe, the Vendors. As a result,
each will be interested in 137,500,000 Ordinary shares of Real
Affinity, equivalent to 4.05% of the enlarged 3,398,188,456 Ordinary
shares in issue.
The Directors of the Company are pleased to report that the audited
profit after tax of Venues for the year ended 31 March 2007 amounted
to �280,237, substantially in excess of the �210,000 required to
trigger payment of the deferred consideration for that year. In light
of the additional responsibilities associated with the wider group
role now being played by Anita Lowe as head of Real Affinity Events,
the Directors have agreed with the Vendors that the final deferred
consideration payable of �500,000 (comprising �300,000 in cash and
�200,000 in new Ordinary shares) will not be contingent upon Venues's
profits after tax in respect of the year ended 31 March 2008 being at
least �280,000. The amendment to the terms of the deferred
consideration is considered to be a related party transaction under
the AIM Rules for Companies. The Directors, having consulted with HB
Corporate, the Company's Nominated Adviser, consider that the
amendment is fair and reasonable so far as the shareholders of the
Company are concerned.
Application has been made for the new Ordinary shares, ranking pari
passu in all respects, to be admitted to trading on AIM. Admission is
expected to become effective on 1 November 2007.
John Ross, Executive Chairman, commented:
"It is very pleasing that Venues has achieved its initial earn-out
target of �210,000 after tax, which reflects the focus that the
management team has placed on maximising the synergies within our
event management and corporate hospitality activities. On the basis
of recent trading, I am confident that Venues will meet the original
target of �280,000 after tax for the current year to 31 March 2008."
For further details, please contact
Real Affinity plc Tel: 0113 290 8730
Brent Fitzpatrick, Non-executive Director
HB Corporate Tel: 0207 510 8600
Edward Hutton / Rachel Kane
Bankside Consultants Tel: 0207 367 8888
Michael Padley / Susan Scott
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